Home
| Contact
Us |
NAV & Stock Price
| Monthly Portfolio Summary
BANCROFT FUND LTD.
ELLSWORTH FUND LTD.
(THE “FUNDS”)
AMENDED AND RESTATED
GOVERNANCE COMMITTEES CHARTER
(Amended effective July 17, 2007)
1. Membership; Qualifications.
a. Each member of the Governance Committees (the “Committees”) shall be free of
any material relationship with the Funds that, in the opinion of the Boards of Trustees of
the Funds (the “Boards”), would interfere with his or her individual exercise of
independent judgment.
b. No member of the Committees shall, other than in his or her capacity as a member of the
Committees, the Boards, or any other Board committee, accept directly or indirectly any
consulting, advisory, or other compensatory fee from the Funds or any subsidiary of the
Funds, provided that, unless the rules of the American Stock Exchange (“AMEX”)
provide otherwise, compensatory fees do not include the receipt of fixed amounts of
compensation under a retirement plan (including deferred compensation) for prior service
with the Funds (provided that such compensation is not contingent in any way on continued
service).
c. No member of either of the Committees shall be an “interested person” of any
of the Funds as defined in section 2(a)(19) of the Investment Company Act of 1940, as
amended (the “1940 Act”).
2. Purposes. The purposes of the Committees are:
a. to nominate persons for election or appointment as trustees (i)
to fill vacancies which, from time to time, may occur in the Boards and (ii) for election
by shareholders of Funds at meetings called for the election of trustees;
b. to nominate persons for appointment as members of each committee of the Boards,
including without limitation the Committees, the Audit Committees, and the Pricing
Committees;
c. to review from time to time, the compensation, if any, payable to the trustees of the
Funds and to make recommendations to the Boards with respect thereto;
d. to review and evaluate from time to time the functioning of the Boards and the various
committees of the Boards and to make recommendations to the Boards with respect thereto;
e. to oversee the selection of independent legal counsel to the independent trustees; and
f. to monitor the performance of independent legal counsel employed by the Funds and the
independent trustees.
3. Duties and Powers. To carry out their purposes, the
Committees shall have the following duties and powers:
a. to nominate persons to serve on the Boards.
i. The Committees shall make nominations for trustee membership on
the Boards. If members of the Committees do not unanimously agree to nominate an incumbent
trustee for re-election to the Boards, the Committees shall submit the issue of nomination
of such person for re-election to the independent trustees as a group.
ii. Evaluation by the Committees of a person as a potential nominee to serve as a trustee,
including a person nominated by a shareholder, should result in the following findings by
the Committees:
A. upon advice of independent legal counsel to the independent
trustees, that the person will qualify as a trustee who is not an “interested
person” of the Funds (an “independent trustee”)(applicable only to the
nomination of independent trustees ), and that the person is otherwise qualified under the
1940 Act to serve as a trustee of the Funds;
B. with respect to the nomination of independent trustees only, that the person is free of
any material relationship with the Funds (other than as a shareholder of the Funds), that
would interfere with the exercise of independent judgment;
C. that the person is willing to serve, and willing and able to commit the time necessary
for the performance of the duties of a trustee;
D. that the person can make a positive contribution to the Boards and the Funds, with
consideration being given to the person’s business experience, education and such
other factors as the Committees may consider relevant;
E. that the person is of good character and high integrity;
F. that the person has desirable personality traits including independence, leadership and
the ability to work with the other members of the Boards;
G. that the person is not an AMEX employee or floor member; and
H. that the composition of the Boards is varied as to educational background, business
experience and occupation.
iii. The Committees shall consider nominees recommended by a
shareholder to serve as trustee, provided: (i) that such person is a shareholder of record
both at the time he or she submits such names and at the time of the meeting of
shareholders at which trustees will be elected; (ii) that such person is entitled to vote
at such meeting; and (iii) that the Committees shall make the final determination of
persons to be nominated. The Committees shall evaluate nominees recommended by a
shareholder to serve as trustee in the same manner as they evaluate nominees identified by
the Committees. Shareholders should provide the Committees with information regarding the
recommended nominee sufficient for the Committees to make the findings set forth in
Section 3.a.ii.
b. to nominate trustees to serve on the Funds’ committees.
i. The Committees shall make nominations for membership on all
committees and shall review and recommend committee assignments at least annually.
ii. Evaluation by the Committees of a person as a potential committee member shall include
the factors set forth above under Section 3.a.ii. to the extent that such factors are
applicable or relevant, as well as any qualifications as may be set forth in the charter
of the applicable committee.
c. to review as necessary the responsibilities of any committees
of the Board, whether there is a continuing need for each committee, whether there is a
need for additional committees of the Board, and whether committees should be combined or
reorganized. The Committees shall make recommendations for any such action to the full
Board. Any proposed changes shall be approved by the full Board as well as a majority of
the independent trustees.
d. to periodically review the composition of the Boards to determine whether it may be
appropriate to add individuals with different backgrounds or skill sets from those already
on the Boards.
e. to periodically review trustee compensation and recommend any appropriate changes to
the independent trustees as a group.
f. to consider and oversee the selection of independent legal counsel to the independent
trustees and recommend such counsel to the independent trustees. In making such selection
the Committees shall examine and monitor such legal counsel’s client relationships in
order to ascertain continued independence.
g. to monitor the performance of independent legal counsel employed by the Funds and the
independent trustees, and supervise counsel for the independent trustees.
4. Meetings. The Committees may meet either on their own or
in conjunction with meetings of the full Boards. Meetings of the Committees may be held in
person or by conference telephone. Where appropriate, the Committees may take action by
unanimous written consent in lieu of a meeting.
5. Attendance at Annual Meetings of Shareholders. Trustees are encouraged but not
required to attend annual meetings of shareholders.
6. Authority; Funding. The Committees shall have the resources and authority
appropriate to discharge their responsibilities, including authority to retain special
counsel and other experts or consultants at the expense of the appropriate Fund(s).
7. Self-Evaluation Function. The Committees shall consider, oversee and implement
an annual self-evaluation of the performance of the Boards and all committees of the
Boards. Such self-evaluation shall include a consideration of the effectiveness of the
committee structure of the Boards and the number of funds on whose Boards each trustee
serves. [Rule 0-1(a)(7)(v) of the 1940 Act]
8. Requirement for and Selection of Independent Legal Counsel. The Committees shall
consider and oversee the selection of independent legal counsel as such term is defined in
Rule 0-1 under the 1940 Act (“Independent Legal Counsel”). [Rule 0-1(a)(7)(iii)
of the 1940 Act]
9. Good Faith Reliance. In performing their duties under this Charter, members of
the Committees shall be entitled to rely in good faith upon the records of the Funds and
upon such information, opinions, reports and statements presented to the Committees by the
officers and employees of the Funds and of Davis-Dinsmore Management Company.
10. Review of Charter. The Committees shall review this Charter at least annually
and recommend any changes to the full Boards. This Charter may be amended only by approval
of the full Boards, and a majority of the independent trustees.
11. Maintenance of Charter. Each Fund shall maintain and preserve in an easily
accessible place a copy of this Charter and any modification to this Charter.
|